EXHIBIT 10.55

             AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
             AND CLEMSON UNIVERSITY FOR THE OFFERING OF NON-CREDIT,
                      INTERACTIVE VIDEO CONFERENCED COURSES

                                   WITNESSETH

     AGREEMENT made this 25th day of January,  2000 between  CLEMSON  UNIVERSITY
with offices located in 343 Sirrnic Hall, Clemson  University  Campus,  Clemson,
South Carolina 29634  (hereinafter  referred to as "CLEMSON"),  and  Educational
Video  Conferencing  Inc.,  with offices  located at 35 East Grassy Sprain Road,
Yonkers,  New York 10710  (hereinafter  referred to as "EVC") for the purpose of
offering non-credit seminars and workshops.

     1. a.) EVC and CLEMSON University will collaborate to offer mutually agreed
upon non-credit  seminars and workshops via distance  learning  technology (DL),
commencing with the spring 2000 semester.

         b.) For the  purposes of this  agreement,  DL shall be defined as live,
two-way video  conferencing,  either over desktop  computers  equipped for video
conferencing or video  conferencing  room systems,  as the case may be, in which
the   student   can   see   and   hear   the    professor/instructor   and   the
professor/instructor  can see and hear the  individual  student.  DL also  shall
include  one-way  video and two-way  audio  distance  learning and  asynchronous
delivery systems.

     2. EVC will  provide  all  hardware  (except  personal  computers,  modems,
keyboards   and   monitors),   software,   and  video   conferencing   equipment
(collectively  referred  to as  "equipment")  necessary  to  provide  access for
CLEMSON courses to DL students.  Students taking DL courses on desktop computers
must have modern  computers  capable of being video enabled and function as a DL
desktop system.  In any event,  CLEMSON shall not be responsible for the cost of
any equipment  whatsoever at Institutional  Employer  locations and/or students'
homes.

     3. EVC is responsible  for costs of marketing,  advertising,  and promotion
regarding EVC's offering of access to CLEMSON courses.  Unless otherwise agreed,
CLEMSON will provide existing brochures,  catalogues,  course schedules, program
and course descriptions,  posters, etc., to EVC for distribution to employees of
EVC's corporate,  governmental and  institutional  clients promoting the CLEMSON
programs and courses offered through EVC.

     4. CLEMSON shall provide rooms capable of becoming  teacher  stations.  EVC
will cover the cost of installing  and  maintaining  adequate  telecommunication
lines (for example ISDN, DSL, cable modem,  ATM, etc.),  regular telephone lines
and  electrical  outlets.  EVC  will  also be  responsible  for the  cost of the
telecommunication  signal transport for video  conferenced  courses from teacher
stations to the MCU Bridge.  EVC assumes  responsibility  or cost for obtaining,
providing,   or  paying  for   telecommunication   signal  transport  for  video
conferenced  courses from the MCU Bridge to corporate locations and/or students'
homes. These costs will be reimbursed to EVC through the agreed-upon charges for
the delivery of courses.


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     5. Subject to enrollment as determined by EVC, EVC will be responsible  for
installing  and  maintaining  up to ten  (10)  teaching  stations  in the  rooms
provided by CLEMSON to  videoconference  DL courses  offered  through  EVC.  All
teaching  stations  installed  and paid for by EVC shall  remain  the  exclusive
property  of EVC.  Subject  to  enrollment  demand,  EVC  will  begin  with  the
installation  of three  teaching  stations for spring 2000 semester and will add
additional  teaching  stations.  The  rooms  provided  by  CLEMSON  need  not be
dedicated  EVC  rooms.  However,  all  equipment  must be  properly  secured  to
circumvent theft or vandalism.  Clemson is responsible for theft or vandalism of
EVC equipment while in CLEMSON's custody or care.

     6. All equipment supplied by EVC is the sole and exclusive property of EVC,
including but not limited to any and all patents,  copyrights and trademarks, if
any, associated therewith. All classroom,  course and program materials or other
information  supplied by CLEMSON, and all rights and interests in said materials
will remain the sole and exclusive property of CLEMSON.

     7. a.) EVC is  responsible  for the  necessary  maintenance,  repair and/or
replacement of video conferencing equipment supplied to CLEMSON for DL courses.

         b.)  EVC  will  provide   reasonably   prompt  service  for  repair  or
replacement of defective  interactive video conferencing  equipment and software
as necessary.  EVC has service repair  contracts,  which provide 48-hour service
after notification of a videoconferencing problem.

         c.)  CLEMSON  will  be   responsible   for  the  prompt  repair  and/or
replacement  of interactive  video  conferencing  equipment  located at CLEMSON,
which may be damaged through improper or unauthorized use.

         d.)  CLEMSON is  responsible  for the  repayment  to EVC of the cost of
replacement  of any EVC  equipment,  which is lost or stolen  while in CLEMSON's
custody and control.

     8. Neither  party shall utilize the other's name or any  associated  names,
trademarks,  copyrights,  etc.,  without prior written consent.  Such permission
shall not be unreasonably denied.

     9. a.) EVC will provide faculty  development to CLEMSON faculty  reasonably
required  for the  offering of CLEMSON  courses  through  EVC.  Faculty  will be
trained  to  maximize  the  effectiveness  of their  teaching  styles  and their
presentation of materials using interactive  video  conferencing  systems.  Such
training  includes  showing  faculty how to utilize  charts,  graphs,  pictures,
videotapes,  and presentation  software using scanners,  document  cameras,  and
other equipment  provided by EVC. Typical EVC faculty  training  consists for 16
hours.

         b.) CLEMSON  shall be  responsible  for  obtaining  the services of all
faculty  participating in courses offered through EVC, including but not limited
to said faculty's salary,  benefits (if any) and verification of qualifications.
EVC assumes no responsibility for any costs associated therewith.

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     10. EVC is solely  responsible to provide site locations for DL students to
participate in CLEMSON courses.  CLEMSON assumes no responsibility for obtaining
or maintaining said sites, nor for any rent or other costs associated therewith.

     11. a.) EVC is not  responsible for  curriculum,  course  content,  faculty
qualifications, course materials or any other aspects of the academic content of
any non-credit seminar/workshop offered hereunder. However, CLEMSON agrees to be
receptive  to and  consider  EVC input as to  course  content  presentation  and
delivery of DL courses consistent with required academic standards.

         b.)  Any  synchronous  courses  originating  from  CLEMSON,  which  are
recorded, will remain the intellectual property of CLEMSON.

     12. EVC agrees to make every reasonable effort to maintain its equipment in
good working order. However, EVC is not responsible for service or repair delays
or  interruption  of service  caused by strikes,  labor  actions,  power outages
(other than those limited to site locations alone), acts of God or other matters
beyond EVC's control.

     13. CLEMSON hereby acknowledges that the DL non-credit programs marketed by
EVC are targeted  toward the  non-traditional  working adult student  market and
therefore  agrees to offer DL  courses  at dates and  times  appropriate  to the
target  market,  including the hours of 8:00 a.m. to 11:00 p.m.,  seven days per
week Eastern Standard Time and at such other times reasonably requested by EVC's
Institutional  Employers  and  their  employees,  subject  to  enrollment.  And,
including but not limited to the three academic  semesters  offered each year by
CLEMSON, i.e., fall, spring and summer.

     14. Administrative Function

         a.)  CLEMSON  shall be  responsible  for all of its own  administrative
functions associated with the offering of courses through EVC.

         b.) CLEMSON will  provide to EVC all  necessary  administrative  forms,
applications,  written  instructions,  catalogues,  etc. in advance of marketing
courses to any organization.  It is understood by the parties that EVC is merely
a conduit and assumes no liability  whatever for the accuracy or  correctness of
the  information  in said forms provided by CLEMSON nor for return of any of the
aforesaid documents to CLEMSON.

     15. Fees

         a.)  CLEMSON  shall pay to EVC a  percentage  of the  registration  fee
charged for any courses delivered by EVC. Such amount shall be agreed upon prior
to the  implementation  of a specific course or program  offering and may differ
depending  upon the particular  offering.  EVC's  percentage  shall also include
appropriate  reimbursement for amount expended  including the cost of amortizing
any installed equipment or telecommunication services.

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         b.) EVC shall have the right,  on a semi-annual  basis,  to examine the
books and records of CLEMSON,  pertaining to all students taking courses through
EVC,  in order to audit  any  accounts  due and owing  the  respective  parties.
CLEMSON shall have the right to audit EVC accounts for students  taking  CLEMSON
courses on the same basis.

         c.)  Commencing on February 14, 2000, and continuing on the 10th day of
each month therefore, CLEMSON will supply EVC with a list of all students taking
non-credit  courses.  Information  provided will include the student's name, job
title,  organizational  affiliation,  address,  telephone number, fax number and
payment status.

         d.) Within THIRTY (30) DAYS of the  completion of each course,  CLEMSON
shall  present to EVC, in writing,  any requests for  adjustments  or credits on
monies already paid to EVC.

         e.)  Non-credit  courses  offered by CLEMSON  through  EVC will be done
primarily on a contractual basis with designated employers.  In other words, the
employer  will  provide a lump-sum  payment to  CLEMSON/EVC  for the  purpose of
providing instruction to employees.

         f.) In instances  where a student  registers  for a CLEMSON  non-credit
course through EVC, that student would be responsible  for his/her  registration
fee. In some  instances,  CLEMSON/EVC may allow students to take courses without
payment of the registration fee up front. In those instances,  the student would
sign a registration  payment guarantee indicating that he/she is responsible for
100% of the  registration  fee in the event he/she is not  reimbursed by his/her
employer.

         g.) Students taking CLEMSON non-credit courses through EVC, who are not
employed  by an  Institutional  Employer  who is a  customer  of  EVC  providing
registration fee reimbursement to their employees,  shall be required to pay the
registration fee up front when registering.

     16.  a.)  CLEMSON  will  provide a  minimum  of ten (10)  teaching  station
locations,  subject to  enrollment  determined  by EVC in order to facilitate DL
courses marketed by EVC emanating from its campus and will grant EVC, its agents
and  subcontractors,  reasonable  access to said  facilities  as is required for
proper  installation,   operation,  maintenance  and  repair  of  all  equipment
contemplated herein, including but not limited to DL equipment.  Said room shall
be a minimum of 10 feet by 16 feet with adequate  electrical,  air conditioning,
lighting,  etc.,  and be  otherwise  suitable  for use as a  video  conferencing
teacher  station.  Said  rooms  will  be  provided  one  at a  time  subject  to
registration demand.

         b.) Rooms at CLEMSON  equipped by EVC for DL may be used by the college
with prior written permission by EVC.

     17.  CLEMSON's  Public   Relations   Department  will  provide   reasonable
cooperation  with EVC in  promoting  EVC/CLEMSON  non-credit  courses and the DL
courses offered through EVC.

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     18. CLEMSON and EVC will,  whenever possible  cooperate in applying for and
obtaining any grants, awards,  stipends,  fellowships,  etc., which are mutually
beneficial to the parties.

     19.  CLEMSON shall maintain  academic  control over all courses and will be
receptive to EVC input as to IVC/DL presentation.

     20.  CLEMSON  will  assign at least one person who at all times will act as
liaison between CLEMSON and EVC.

     21. Term of Agreement

         a.) The basic term of this agreement shall be FIVE (5) YEARS.

         b.) The  parties  hereby  acknowledge  the  necessity  for  allowing DL
students continuity and ongoing access to courses and programs, so long as there
is adequate registration.

         c.) In  light of the  foregoing,  the  parties  agree  that  commencing
September 1, 2000 and every  September  1st  thereafter,  this  agreement  shall
automatically be extended for an additional  period of ONE (1) YEAR,  subject to
the conditions hereinafter contained.

         d.) In the event that either party should  desire not to  automatically
extend this  agreement,  then and in that event,  such party shall so notify the
other in writing,  by Certified Mail,  Return Receipt  Requested,  no later than
June 1 of any given year,  after which the agreement will not be extended for an
additional  ONE (1) YEAR,  but will have only the Four (4) YEARS of the existing
term remaining.

     22.  CLEMSON  shall  have the right to offer  courses  via DL on its own to
Institutional  Employer and/or the employees of any  Institutional  Employer not
under  contract  with EVC. In such event,  EVC shall not have any  obligation to
market, provide any services or equipment, permit the use of EVC's equipment, or
incur any costs in connection with such offerings.

     23.  CLEMSON  agrees  that,  for the  duration  of this  agreement  and any
extensions  hereof,  as  well as for a  period  of ONE (1)  YEAR  following  any
termination of expiration of the agreement, CLEMSON will not video conference or
DL its  non-credit  courses to  organizations  under contract with EVC or to EVC
students.

     24. The parties  agree that  disclosure  of the terms of this  agreement to
others  will  cause EVC  irreparable  damage  to its  business.  However,  it is
understood  that CLEMSON is a State  Agency and is therefore  governed by law to
disclose, when requested, any contract that it may enter into. EVC requests that
it be notified of any requests made for disclosure of its contract with CLEMSON.

     25. It is  expressly  agreed and  understood  that  neither  party shall be
liable  for  incidental,  special  or  consequential  damages  for any breach or
violation of this agreement.

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     26. The foregoing constitutes the entire agreement between the parties, and
any other  agreements  or  representations,  whether  verbal or written,  if not
contained herein, are void, of no effect, and are not binding upon the parties.

     27.  No valid  modification,  amendment,  or  deletion  may be made to this
agreement  except in writing and  executed by the parties in  substantially  the
same manner as this agreement.

     28. Any and all notices  required  hereunder  shall be by  Certified  Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.

     29. If any portion of this agreement shall be found to be void, voidable or
unenforceable,  it  shall  not  effect  the  validity  of the  remainder  of the
agreement.

     30.  his  agreement  shall be  binding on the  respective  parties'  heirs,
successors, and assigns.

     31. The parties agree that any disputes or disagreements  arising hereunder
or in connection  herewith  shall be settled by binding  arbitration  before the
American Arbitration  Association at their offices located in Greenville,  South
Carolina,  and that any judgment awarded  thereunder may be entered in any court
of appropriate jurisdiction, and will have full force and effect therein.

     32. This agreement shall be construed in accordance  with, and governed by,
the laws of the State of South Carolina.

     In witness  whereof the parties have  hereunto set their hands and seal the
date first appearing above.

CLEMSON UNIVERSITY                      EDUCATIONAL VIDEO CONFERENCING, INC.



By:   /s/ Steffen Rogers                By:   /s/ John J. McGrath
      --------------------------             ---------------------------------
      Dr. Steffen Rogers                      Dr. John McGrath
                                              President

By:   /s/ Ralph Elliot
      --------------------------
      Dr. Ralph Elliott
      Vice Provost


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